Gax, an eleventh alien, arrives as Ben fights another of Dr. Animo's monsters; when the Omnitrix starts behaving strangely, Ben begins to transform from one alien to another without being able to stop.

With the Omnitrix still uncontrollable, Ben asks a mysterious friend of Max to repair it; when three bounty hunters land to recover the watch, Ben has to try and fight them despite his current predicament.

Ben continues to transform rapidly without stopping and can't revert to human form; while Vilgax tries to take the energy of a volcano to recharge his ship and return home, Ben gets the idea to update the Omnitrix.